Apollo Education Group (APOL) Receives Revised $1.14 Billion Offer from Consortium of Investors
Cash Offer Increased to $10.00 per Share
Increased Price Represents Best and Final Offer
Amended Merger Agreement Approved by Board of Directors
Special Meeting of Shareholders Adjourned to May 6, 2016
PHOENIX & NEW YORK–(BUSINESS WIRE)–Apollo Education Group, Inc. (NASDAQ: APOL) announced today that it has received a revised offer from a consortium of investors including The Vistria Group, LLC, funds affiliated with Apollo Global Management, LLC and the Najafi Companies. Under the revised terms, which represent a best and final offer, the consortium has increased the price at which it would acquire the company to $10.00 per share in cash for both Class A and Class B shares.
“We appreciate the support of the many shareholders who have voted in favor of the merger agreement and are confident that others will recognize the value that this revised offer represents.”
This final offer price represents a 52 percent premium over the closing price on Jan. 8, 2016, immediately prior to the announcement that the Board of Directors was pursuing strategic alternatives, and a 29 percent premium over Apollo Education Group’s 30-day volume weighted average stock price for the period ended Apr. 29, 2016.
The Apollo Education Group Board of Directors has evaluated the revised offer and reiterates its recommendation that shareholders vote FOR the adoption of the merger agreement.
“We are delighted that the increased purchase price will provide our shareholders with $10.00 per share in cash at closing. The Board believes that the increased offer clearly makes this transaction an excellent outcome for shareholders, particularly given the headwinds facing the company,” said Greg Cappelli, Chief Executive Officer of Apollo Education Group. “We appreciate the support of the many shareholders who have voted in favor of the merger agreement and are confident that others will recognize the value that this revised offer represents.”
At the Apr. 28 Special Meeting of Shareholders, nearly 58 percent of the Class A votes cast were FOR the proposed transaction, with approximately 80 percent of the outstanding shares voted to date. However, the votes to date in favor of the transaction do not yet constitute a majority of the outstanding shares.
As previously announced, the Special Meeting of Shareholders to vote on the revised proposal is scheduled for May 6, 2016 at 1:00 PM Phoenix time at 4025 South Riverpoint Parkway, Phoenix, Arizona 85040, Rooms 101-102.
Shareholders who have already voted do not need to recast their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked. Shareholders who have not already voted or wish to change their vote are encouraged to do so using the instructions provided in the definitive proxy statement. No other changes have been made in the proposals to be voted on by shareholders at the special meeting.
The failure to return the proxy, or vote at the special meeting in person, will have the same effect as a vote “against” the merger. Apollo Education Group shareholders seeking copies of the definitive proxy statement or with questions about the special meeting may contact the company’s proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-5834. Banks and brokers should call at (212) 750-5833.
About Apollo Education Group, Inc.
Apollo Education Group, Inc. is one of the world’s largest private education providers, serving students since 1973. Through its subsidiaries, Apollo Education Group offers undergraduate, graduate, professional development and other non-degree educational programs and services, online and on-campus principally to working learners. Its educational programs and services are offered throughout the United States and in Europe, Australia, Latin America, Africa and Asia, as well as online throughout the world. For more information about Apollo Education Group, Inc. and its subsidiaries, call (800) 990-APOL or visit the Company’s website at www.apollo.edu.
About The Vistria Group
The Vistria Group is a Chicago, IL based private investment firm focused on investing in middle market companies in the healthcare, education, and financial services sectors. Vistria’s team is comprised of highly experienced operating partners and private equity executives with proven track records of working with management teams in building innovative market leading companies.
About Apollo Global Management
Apollo Global Management is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. Apollo Global Management had assets under management of approximately $170 billion as of December 31, 2015 in private equity, credit and real estate funds invested across a core group of nine industries where Apollo Global Management has considerable knowledge and resources. Apollo Global Management has significant experience investing in the education sector with current and former private equity fund investments in leading companies including McGraw Hill Education, Connections Academy and Sylvan Learning Centers. The portfolio companies owned by funds managed by affiliates of Apollo Global Management are managed and operate independently from one another. For more information about Apollo, please visit www.agm.com.
About Najafi Companies
Najafi Companies is an international private investment firm based in Phoenix, Arizona, targeting education, media, consumer products, internet services, and direct marketing sectors. The firm makes highly selective investments in companies with strong management teams across a variety of industries, often in areas undergoing rapid transformation. Najafi Companies funds its investments with internally generated capital, not through a fund. The firm is able to move quickly and decisively when investing and make investments that create maximum value for the long term.